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CONSTITUTION AND BY-LAWS OF THE CRYSTAL LAKE BABE RUTH BASEBALL LEAGUE, INC.
ARTICLE I - NAME
The name of the corporation for which this constitution and By-laws are established shall be The Crystal Lake Babe Ruth Baseball League, Inc. (The “League”)
ARTICLE II - PURPOSE
The purpose for which this League is organized is to develop and operate a baseball program in affiliation with Babe Ruth League, Inc., a New Jersey corporation, in conformity with and pursuant to the principles, rules and regulations stated by said Babe Ruth League, Inc. In conjunction with such purposes, the objective of this League is that, through the medium of a supervised, competitive baseball program, guided and governed by said Babe Ruth League, Inc., this League will seek to implant in the youth of the community ideals of good sportsmanship, honesty, loyalty, courage and reverence, so they may be finer, stronger and happier youths who will grow to be good, clean, healthy adults.
ARTICLE III - STATEMENT OF AFFILIATION
This League shall be affiliated with Babe Ruth League, Inc., a New Jersey corporation, and shall be governed by, and shall comply with the principles, rules and regulations stated and decreed by Babe Ruth League, Inc.
This League, though, may at any time, as determined by the Board of Directors on an annual basis, cease affiliation with Babe Ruth League, Inc. and affiliate with any other organization whose purpose matches the purpose of this League as stated in Article II.
ARTICLE IV - SITE OF PRINCIPAL OPERATIONS
The principal operations of this League shall be in and about the County of McHenry, and State of Illinois, but may extend into such areas as provided by the State, Regional and National Headquarters rules and regulations.
ARTICLE V - POWERS
This League shall have the following powers in addition to the powers expressly or implicitly conferred on it by law:
To make and enforce rules and regulations to govern itself on a local basis, but consistent with and not contrary to any rules and regulations established by Babe Ruth League, Inc., a New Jersey corporation, or by the Regional or State echelons of said Babe Ruth League, Inc., to which this League is subject, or to any organization this League may be affiliated with as stated in Article III.
To solicit contributions to support the objectives and operations of the League.
To set fees for players, sponsors and advertisers as necessary to support the operations of the League.
To conduct fundraiser activities to raise funds to support the objectives and operations of the League.
To enter into contracts, as necessary, to operate and conduct this League in accordance with the Purpose as stated in Article II.
ARTICLE VI - MEMBERSHIP
Any person eighteen (18) years of age or older who has provided their contact information to the Player Agent of the League as an approved manager or coach or a "Friend of the League" may become a member of the League. Registered members include only Members of the Board of Directors, approved managers, coaches, and "Friends of the League".
Members In Good Standing shall be afforded all the rights, privileges and duties of membership.
Members In Good Standing are defined as follows:
Registered members who have attended at least fifty percent (50%) of the general membership meetings having been conducted from the start of the League's current fiscal year to the date of the meeting at which the vote is conducted.
Resignation may be made by any member at any time without approval of the Board of Directors by submission in writing to the President.
ARTICLE VII - VOTING RIGHTS
Voting on all motions properly brought before the membership in monthly or special meetings will be by member. Each member shall be entitled to one vote on all motions properly brought before the membership as long as the member is in good standing as defined in Article VI.
Passage of motions properly brought before the membership for consideration must be approved by a simple majority (51%) of the members present and eligible to vote at the meeting. Any vote on a motion that results in a tie vote will be referred to a future Board of Directors meeting for consideration. Voting by the Board of Directors will determine the passage or defeat of the tied vote. The President of the League will vote as a Board member only if the Board vote is tied.
ARTICLE VIII - BOARD OF DIRECTORS
The governing body of this League will be the Board of Directors selected by the Membership at the last General Meeting prior to the start of the fiscal year. The Board of Directors shall consist of no more than fifteen (15) members:
The minimum elected Board of Directors consists of:
President
Executive Vice-President
Secretary
Treasurer
Player Agent
Candidates for the elected members of the Board shall be nominated at the General Meeting of the Membership two months prior to the start of the fiscal year via formal motion and be elected at the last General Meeting prior to the start of the fiscal year. Any member of the League in good standing may make nominations. Any member of the League or non-member may be nominated for the Board of Directors. Election is by majority vote (51%) of the voting members in good standing in attendance at the General Meeting. The election results will be tallied by the current Secretary and Treasurer. The final vote will be made as a formal motion to accept the election results. Absentee votes are not valid.
All Officers and Board Members shall serve one-year terms, assuming office as of the first day of the League's fiscal year, and running through the last day of the League's fiscal year.
The President of the League shall serve as Chairman of the Board of Directors. In the absence of the President, the Executive Vice President shall serve as Chairman of the Board of Directors, and in the absence of the Executive Vice President, the Secretary shall serve as the Chairman of the Board of Directors.
Any elected Board position vacancies, other than the President, shall be filled by appointment of the Chairman with the approval of the Board of Directors by simple majority (51%) vote of all Board members in attendance at the Board of Directors meeting.
A vacancy of the President position shall be filled by the Executive Vice President.
The Board of Directors may, by a two-thirds (2/3) vote of the entire Board at any duly constituted meeting of the Board, discipline, suspend or terminate any Officer, Director, manager, coach, player or any other member when the conduct of such person is considered detrimental to the best interests of the League. The Officer, Director, manager, coach, player or other member shall be notified of such meeting, informed of the nature of the charges, and given an opportunity to appear at the meeting to answer such charges.
Any person who files a law suit against the Crystal Lake Babe Ruth Baseball League, any of its Directors, Board Members or affiliates regarding a matter that is in any way associated with CLBR activities, is suspended permanently from all CLBR activities upon filing such a law suit. A person for purposes of this paragraph includes any natural person, the parents or guardians of a natural person who is a minor on behalf of whom a lawsuit is filed, and Entity (including, but not limited to corporations, non profit organizations, partnerships, trusts and limited liability companies) recognized under state and federal law. To the extent that the terms of this paragraph are unclear or ambiguous, the CLBR Board of Directors in its sole and absolute discretion shall determine the meaning in a way that excludes those who might have participated in any law suit against CLBR.
In its sole and absolute discretion, the CLBR Board of Directors may commute a suspension under this paragraph, it if is determined in the Board of Directors sole and absolute discretion that there is no reason to believe that the Person will attempt to resolve any future dispute by the hiring of lawyers or the filing of a law suit or that the suspension is in any other way in-appropriate for the best interests of the CLBR.
To the extent that application of this paragraph would violate state, local, or federal law, this paragraph shall not apply.
The Board of Directors has the responsibility, if necessary, to disapprove any votes of the membership including election of any board member. Each member of the Board of Directors in good standing shall be entitled to one vote on all motions that are voted on by the general membership. A simple majority, or an approved Board of Directors' motion to overturn a vote by the general membership, will overturn the vote of the membership. The President of the League will participate in Board votes only if the Board vote is tied.
ARTICLE IX - DUTIES OF THE OFFICERS
The Executive Officers of the League shall be: President, Executive Vice-President, Division Vice Presidents, Secretary, Treasurer, Player Agent and Tournament Team Director.
The President shall be the Chief Executive Officer of the League. He, or his designee, shall sign, on behalf of the League, all instruments in writing, checks, notes, contracts and other legal documents which it may become necessary for the League to execute. The President shall preside at all meetings of the League, the Board of Directors, and the Executive Committee. He shall be a member of the Executive Committee and an ex-officio member of all League committees. He shall supervise the affairs of the League and assume full responsibility for the operations of the League. He shall see to it that the rules, regulations and policies of the League are enforced.
The Executive Vice President shall assist the President with that which is delegated by the President and shall serve as President to the extent that the office of the President is vacated and until it can be filled.
The Secretary shall attend all regular, special, Board of Directors and Executive Committee meetings and shall keep a true and correct record of all meeting activities; he/she shall send all notices provided for by this Constitution or required by law, or that may, from time to time, appear necessary; he/she shall have the custody of the League Charter, Constitution & By-Laws and records; he/she shall engage in such correspondence as is necessary to the performance of his/her duties; he/she shall perform such other duties as are customary to the office of the Secretary or as may be required by the Board of Directors.
The Treasurer shall collect and receive fees, dues and other sums payable or donated to the League, shall supervise the keeping of the accounts of the League, shall place all monies of the League safely in banks and depositories approved by the Board of Directors, and shall pay out monies or dispose of League property only in such manner as the Board of Directors shall prescribe. At each General Meeting he shall submit to the membership a complete statement showing the financial condition of the League. He shall develop, in coordination with the officers, board members and committee heads, a financial budget for the fiscal year and submit it to the Board of Directors for approval by the November general meeting. The Treasurer's accounts shall be audited annually by an audit/finance committee appointed by the Board of Directors. He shall also be responsible for filing the League's income tax returns before the due dates. He shall also perform all other duties which are customary for the office of Treasurer or as may be required by the Board of Directors. He shall at all times be subject to the direction and control of the Board of Directors.
The Player Agent shall conduct the annual League registration and tryouts, preside at player selection meetings (draft), co-ordinate the player pool, supervise and co-ordinate all transfer of players and review them with the Board of Directors for their approval. They shall maintain up-to-date records of team rosters (including coaches) and check player eligibility. They shall also maintain up-to-date records of all League mailing lists.
Directors At Large shall assist the Executive Officers in all aspects of the operations of the League. The Directors At Large are subject to the direction and control of the Board of Directors.
ARTICLE X - COMMITTEES
Standing committees may be established by the Board of Directors as required to conduct the operations of the League. The number of committees, the number of members on each committee, the committee chairmen and the duties of the committees shall be determined by the Board of Directors.
The Board of Directors, by a simple majority (51%) vote of the Directors in attendance at the meeting, may designate and appoint ad hoc committees as needed to operate the League.
ARTICLE XI - MEETINGS
General Meeting:
General meetings of the membership are held each month. The meeting time and location will be determined by the Board of Directors. Any general monthly meeting may be canceled by the President or a majority (51%) vote of the Board of Directors if no business is needed to be brought before the membership.
The quorum needed to conduct League business at a General Meeting is twenty-five percent (25%) of the number of approved teams in the League on the date of the meeting and fifty percent (50%) of the Board of Directors. The number of teams in the League will include all Board of Directors approved teams in each active division and any Board of Directors approved tournament teams as of the date of the meeting. The Board of Directors will have the final determination as to how many teams are approved at the time of the meeting.
Special Meeting:
As required and called for by the President or the majority of the Board of Directors.
The quorum needed to conduct League business at a Special Meeting is twenty-five percent (25%) of the number of approved teams in the League on the date of the meeting and fifty percent (50%) of the Board of Directors. The number of teams in the League will include all Board of Directors approved teams in each active division and any Board of Directors approved tournament teams as of the date of the meeting. The Board of Directors will have the final determination as to how many teams are approved at the time of the meeting.
Board of Directors Meeting:
As required and called for by the President or the majority of the Board of Directors.
The quorum needed to conduct league business at a Board of Directors meeting is the majority of the Board of Directors.
ARTICLE XII - NET EARNINGS OF THE LEAGUE
No part of the net earnings of the League shall pass to the benefit of, or be distributed to its members, officers, directors or other private persons, except that the League shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to further the Purpose of the League as set forth in Article II.
No part of the activities of the League shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the League shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Constitution and By-Laws, the League shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) (3) or (b) by a corporation, contributions to which are deductible under Section 170(c) (3) of the Internal Revenue Code of 1954 or its corresponding successor sections.
ARTICLE XIII - DISPOSITION OF ASSETS UPON DISSOLUTION
Upon dissolution of the League, the Board of Directors shall, after paying all of the properly determined liabilities of the League, dispose of all of the assets of the League in such manner to organizations organized and operated exclusively for the purpose stated in Article II and other compatible purposes. Any assets not so disposed of shall be disposed of by the Circuit Court of McHenry County.
ARTICLE XIV - INDEMNIFICATION
The League shall indemnify any and all of its officers and directors, or former officers and directors, or any person who may have served at its request for expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties by reason of being or having been directors or officers of the League, except in relation to matters as to which any such officer or director or former officer or director or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.
ARTICLE XV - PARLIAMENTARY AUTHORITY
"Roberts Rules of Order" shall be the parliamentary authority on all matters not covered by the Constitution and By-Laws of the League.
ARTICLE XVI - AMENDMENTS
The Constitution and By-Laws of the League shall be acted on only by the Board of Directors.
Each amendment shall be presented in written form and shall have attached separately an explanation and reason for the amendment. Amendments to the Constitution and By-Laws can only be made between November 1 and February 29 of each fiscal year so that changes are not made during the playing season or just prior to an election. Amendments to the Constitution and the By-Laws may be recommended to the Board of Directors through regular membership meeting action. Any member in good standing, as defined in Article VI, may present the written recommendation to the Board of Directors and answer questions from the Board members. The recommended amendment will be considered at a future Board of Directors meeting.
Amendments shall pass on not less than three quarters (3/4) vote of not less than two-thirds (2/3) of the Board of Directors present at the Board of Directors meeting scheduled to consider the amendment.
This revision to The Crystal Lake Babe Ruth Baseball League, Inc. By-Laws was passed at the November 9, 2017 Board of Directors meeting. 11 of the 13 Board Members were present at the meeting. The vote was 11 for and 0 against.